1.1 The NameThe name of the organisation shall be BOYCOTT DIVESTMENT SANCTIONS MALAYSIA hereinafter referred to as “BDS Malaysia”.

1.2 Registered OfficeBDS Malaysia shall have its registered office at No. 9 Jalan Dagang SB4/1, Taman Sungai Besi Indah, Seri Kembangan, 43000, Selangor, Malaysia or at such address as may be decided by its Executive Committee from time to time and shall not be changed without the prior approval of the Registrar of Societies of Malaysia.

1.3 Nature of the OrganisationBDS Malaysia shall be an independent, non-government, non-political and non-profit-making organization, which transcends racial, religious and cultural barriers.

ARTICLE II : MISSION

BDS Malaysia is established to enable its members to strive to achieve the following mission:

2.1 Mission StatementTo advocate for freedom, justice and equality in Palestine through campaigns of boycott, divestment and sanctions.

ARTICLE III : MEMBERSHIP

3.1 Categories of MembershipBDS Malaysia shall have the following categories of membership:

a) NGO membersb) Individual membersc) Life members

3.2 NGO MemberAny Non-Government-Organisation in Malaysia may be invited to be an NGO member of BDS Malaysia and shall upon being conferred NGO membership enjoy equal privileges with the other members. Each NGO shall have two (2) representatives and allowed one (1) vote from each of the two (2) members at the Annual General Meeting (AGM) and Extra ordinary General Meeting (EGM).

3.3 Individual MemberAn individual member does not represent any Non-Governmental Organisation. An individual member is allowed one (1) vote at the AGM and EGM.

3.4 Life MemberNGOs or individuals who qualify for NGO or Individual Membership may apply to the Executive Committee through the Secretary for Life Membership of BDS Malaysia and upon acceptance by the Executive Committee shall pay the appropriate fee as stipulated in the Constitution. They shall be entitled to all privileges of Membership with a one time life membership subscription fee.

3.5 Membership by InvitationMembership to BDS Malaysia shall be by invitation of its Executive Committee. The decision to accept or reject membership shall be at the sole discretion of the Executive Committee and shall be final and binding.

3.6 Membership Fee3.6.1 Every NGO member of BDS Malaysia shall upon becoming a member pay an entrance membership fee of RM500.00

3.6.2 The annual membership fee for an NGO member shall be RM100.00

3.6.3 An individual member shall upon becoming a member pay an entrance fee of RM50.00

3.6.4 The annual membership fee for an individual member shall be RM10.00

3.6.5 The one off life membership fee is RM1,000.00 for an NGO member

3.6.6 The one off life membership fee is RM100.00 for an individual member.

3.6.7 The annual subscription fee is due before 1st December each year.

3.7 Member in ArrearsAny member who has not paid its subscription as herein provided shall not be entitled to any privileges of a member and shall be considered in arrears, and if the amount due be not paid within six (6) months of it becoming in arrears and after two (2) written notices had been sent to it reminding it to do so, shall cease to be a member.

3.8 ResignationA member may at any time resign from BDS Malaysia by giving written notice to the Executive Committee of BDS Malaysia.

3.9 ExpulsionThe Executive Committee of BDS Malaysia may expel from membership any member willfully disobeying any of these rules, or guilty of any conduct rendering it unfit in their opinion to be a member of BDS Malaysia.

Provided that before expelling a member, the Executive Committee shall call upon it to provide an explanation of its conduct, and shall hear what it may wish to urge in its defence. A member expelled from BDS Malaysia shall have no claim on the property of BDS Malaysia and shall not be eligible for readmission for a period of one (1) year from the date of expulsion.

3.10 Re-instatement of MembershipA member whose membership has been terminated may at any time apply to the Executive Committee of BDS Malaysia to have its membership re-instated by furnishing reasons for its re-instatement. The decision to re-instate shall be at the sole discretion of the Executive Committee and shall be final and binding.

ARTICLE IV : EXECUTIVE COMMITTEE

4.1 Executive CommitteeThe management of BDS Malaysia shall be entrusted to a committee comprising of the Chairman, Deputy Chairman, Secretary, Treasurer and five (5) committee members that have been elected by the AGM. The term of the Executive Committee shall be two (2) years from the date of the election.

4.2 Meetings of the Executive CommitteeThe Executive Committee shall meet at least six (6) times annually for discussions about future events or any other matters that need to be addressed. At least five (5) members of the Executive Committee or half of the Executive Committee whichever is the lesser, shall be present to constitute a quorum.

b) to manage the affairs of BDS Malaysia in accordance with these rules;

c) to appoint sub-committees for special purposes, and to delegate to them any of the powers of the Executive Committee, except those of approving membership and expelling members.

4.4 ChairmanThe Chairman of BDS Malaysia shall chair all meetings of the Executive Committee, and in his absence, the Deputy Chairman shall take the chair. The Chairman of the Executive Committee shall be entitled to vote on any question but shall not have a second or casting vote. The Chairman shall also be the official spokesperson of BDS Malaysia. The Chairman shall be elected at the Annual General Meeting and the term shall be two (2) years from the date of the election.

4.5 Deputy ChairmanIt is the responsibility of the Deputy Chairman to provide support and guidance to the Chairman, deputise for the Chairman, as may be required. The Deputy Chairman shall be elected at the Annual General Meeting and the term shall be two (2) years from the date of the election.

4.6 SecretaryThe Secretary of BDS Malaysia shall keep minutes of proceedings of all meetings of BDS Malaysia, which minutes she/he shall transcribe into a minute book. She/he shall be responsible for the safe custody and maintenance of all records, papers and documents of BDS Malaysia which shall be kept at BDS Malaysia’s registered office. The Secretary shall also be responsible for conducting all correspondence of BDS Malaysia and maintaining a proper membership register of BDS Malaysia’s members. She/he shall file annual returns within sixty (60) days from the date of the annual general meeting to the Registrar of Societies. The Secretary shall be elected at the Annual General Meeting and the term shall be two (2) years from the date of the election.

4.7 TreasurerThe Treasurer shall be responsible for the finances of BDS Malaysia and shall keep account of all its financial transactions and be responsible for their correctness. The Treasurer shall be elected at the Annual General Meeting and the term shall be two (2) years from the date of the election.

4.8 Decisions of the Executive CommitteeAll decisions of the Executive Committee shall be by majority vote of the members present at a meeting duly convened and having a quorum. Each member shall have one (1) vote. All such decisions made shall be binding on BDS Malaysia.

ARTICLE V : ANNUAL GENERAL MEETING

5.1 Date of MeetingThe Executive Committee of BDS Malaysia shall annually convene an Annual General Meeting of its members in the first quarter of the calendar year.

5.2 AgendaThe business transacted at the Annual General Meeting every year, except when stated, shall be:

a) To elect the Executive Committee officers and members, which will be done once in two (2) years

b) To receive and adopt the Executive Committee’s report on BDS Malaysia for the previous year;

c) To receive and adopt the Treasurer’s report and audited accounts of BDS Malaysia for the previous year;

d) To appoint auditors for the ensuing year;

e) To deal with such other matters as may be put before it.

5.3 NoticeNotice of the Annual General Meeting shall be sent to members at least fourteen (14) days before the date of the meeting.

5.4 RepresentativesEach NGO member shall be entitled to send not more than two (2) representatives to the Annual General Meeting and shall submit in writing the names and identity of its authorised representatives to the Secretary of BDS Malaysia not less than seven (7) days before the date of the meeting.

5.5 QuorumThe presence of the representatives of at least one third (1/3) of the total members of BDS Malaysia or fifteen (15) members of BDS Malaysia whichever is the lower shall constitute a valid quorum for the Annual General Meeting.

If one hour after the time appointed for the meeting a quorum is not present, the meeting shall be postponed to a date [not exceeding twenty one (21) days] to be decided by the Executive Committee; and if a quorum is not present half an hour after the time appointed for the postponed meeting, the persons present shall have power to proceed with the business of the day.

ARTICLE VI : FINANCIAL PROVISIONS

6.1 Use of FundsSubject to the following provisions in these rules, the funds of BDS Malaysia may be expended for any purpose necessary for the carrying out of its objects, including the expenses of its administration, the payment of salaries, allowance and expenses of its office-bearers and paid staff, and the audit of its accounts.

6.2 Petty CashThe Treasurer may hold a petty cash advance not exceeding RM2,000.00 at any one time. All money in excess of this sum shall within seven (7) days of receipt be deposited in a bank approved by the Executive Committee. The bank account shall be in the name of the organisation.

6.3 Process for the Approval of FundsThe Chairman and/or the Treasurer may approve payments or disbursements under RM5,000 when needed. If the sum to be disbursed is below RM100,000.00, the payment or disbursement must be approved by the Executive Committee. Any amount exceeding RM100,000.00 must be approved at the AGM or EGM.

6.4 SignatoriesAll cheques on BDS Malaysia’s account shall be signed jointly by any two (2) persons amongst the Chairman, Deputy Chairman, Secretary and Treasurer. The Executive Committee may appoint any one (1) of its members to be an additional signatory.

As soon as possible after the end of each financial year a statement of receipts and payments and a balance sheet for the year shall be prepared by the Treasurer and audited by the Auditors appointed under Article VII. The audited accounts shall be submitted for approval at the next annual general meeting and copies shall be made available at the registered place of business of the Society for the perusal of members.

6.6 Sources of fundingIn addition to internally generated funds, BDS Malaysia may receive donations, grants and gifts and may carry out fund-raising activities in compliance with the laws of Malaysia to further the aims of the organisation.

ARTICLE VII : AUDITORS

7.1 AppointmentTwo persons who shall not be members of the Executive Committee shall be appointed at the Annual General Meeting as Honorary Auditors. They will hold office for two (2) years

Alternatively the Annual General Meeting may appoint a qualified firm of Accountants as the auditors.

ARTICLE VII : AMENDMENT OF RULES

8.1 AmendmentsThese rules may be not altered or amended except by resolution of an Annual General Meeting.

8.2 Effective DateSuch alterations or amendments shall take effect from the date of their approval by the Registrar of Societies. Any amendment to the Rules shall be forwarded to the Registrar of Societies within sixty (60) days of being passed by the Annual General Meeting.

ARTICLE IX : DISSOLUTION

10.1 Manner of DissolutionBDS Malaysia may be voluntarily dissolved by a resolution of not less than three-fifths (3/5) of the total voting membership.

10.2 Debts and LiabilitiesIn the event of BDS Malaysia being dissolved as provided above, all debts and liabilities legally incurred on its behalf shall be fully discharged, and the remaining funds shall be disposed of in such manner as may be decided upon by an Annual General Meeting.

10.3 NoticeNotice of dissolution shall be forwarded to the Registrar of Societies within fourteen (14) days of its dissolution.